Common use of Assignment and Permitted Subcontractors Clause in Contracts

Assignment and Permitted Subcontractors. 13.1 Supplier’s obligations under the Contract may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier assign its rights to payment, in whole or in part, under the Contract, Supplier shall provide the State and all affected Customers with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers to perform payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 If the Supplier is permitted to utilize subcontractors in support of the Contract, the Supplier shall remain solely responsible for its obligations under the terms of the Contract, for its actions and omissions and those of its agents, employees and subcontractors and for payments to such persons or entities. Prior to a subcontractor being utilized by the Supplier, the Supplier shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Supplier. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier shall provide a copy of a written agreement executed by the Supplier and subcontractor setting forth that such subcontractor is bound by and agrees, as applicable, to perform the same covenants and be subject to 13.4 All payments under the Contract shall be made directly to the Supplier, except as provided in subsection A above regarding the Supplier’s assignment of payment. No payment shall be made to the Supplier for performance by unapproved or disapproved employees of the Supplier or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.

Assignment and Permitted Subcontractors. 13.1 Supplier’s obligations under the Contract may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier assign its rights to payment, in whole or in part, under the Contract, Supplier shall provide the State and all affected Customers with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers to perform payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 If the Supplier is permitted to utilize subcontractors in support of the Contract, the Supplier shall remain solely responsible for its obligations under the terms of the Contract, for its actions and omissions and those of its agents, employees and subcontractors and for payments to such persons or entities. Prior to a subcontractor being utilized by the Supplier, the Supplier shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Supplier. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier shall provide a copy of a written agreement executed by the Supplier and subcontractor setting forth that such subcontractor is bound by and agrees, as applicable, to perform the same covenants and be subject toa 13.4 All payments under the Contract shall be made directly to the Supplier, except as provided in subsection A above regarding the Supplier’s assignment of payment. No payment shall be made to the Supplier for performance by unapproved or disapproved employees of the Supplier or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.

Assignment and Permitted Subcontractors. 13.1 SupplierA. Vendor’s obligations under the Contract may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier Vendor assign its rights to payment, in whole or in part, under the Contract, Supplier Vendor shall provide the State and all affected Customers with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers to perform payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 B. If the Supplier Vendor is permitted to utilize subcontractors in support of the Contract, the Supplier Vendor shall remain solely responsible for its obligations under the terms of the Contract, Contract and for its actions and omissions and those of its agents, employees and subcontractors and for payments to such persons or entities. Prior to a subcontractor being utilized by the Supplier, the Supplier shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Supplier. Such approval is within the sole discretion of the Statesubcontractors. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. Prior to a subcontractor being utilized by the Vendor, the Vendor shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Vendor. Such approval is within the sole discretion of the State. As part of the approval request, the Supplier Vendor shall provide a copy of a written agreement executed by the Supplier Vendor and subcontractor setting forth that such subcontractor is bound by and agreesagrees to perform, as applicable, to perform the same covenants and be subject toto the same conditions, and make identical certifications to the same facts and criteria, as the Vendor under the terms of all applicable Contract Documents. Vendor agrees that maintaining such agreement with any subcontractor and obtaining prior approval by the State of any subcontractor and associated employees shall be a continuing obligation. The State further reserves the right to revoke approval of a subcontractor or an employee thereof in instances of poor performance, misconduct or for other similar reasons. 13.4 C. All payments under the Contract shall be made directly to the SupplierVendor, except as provided in subsection A above regarding the SupplierVendor’s assignment of payment. No payment shall be made to the Supplier Vendor for performance by unapproved or disapproved employees of the Supplier Vendor or a subcontractor. 13.5 Rights and D. A Customer may transfer all or a portion of its rights and/or obligations of under the Contract in compliance with applicable State or a Customer under the terms of this Contract may be assigned federal law or transferred, at no additional cost, to other Customer entitiesregulations.

Assignment and Permitted Subcontractors. 13.1 SupplierA. Vendor’s obligations under the Contract Addendum may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier Vendor assign its rights to payment, in whole or in part, under the ContractAddendum, Supplier Vendor shall provide the State and all affected Customers of Oklahoma with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers the Participating Entity to perform its payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 B. If the Supplier Vendor is permitted to utilize subcontractors in support of the ContractAddendum, the Supplier Vendor shall remain solely responsible for its obligations under the terms of the Contract, Addendum and for its actions and omissions and those of its agents, employees and subcontractors subcontractors. Any proposed subcontractor shall be identified by entity name, and for payments by employee name if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to such persons or entitiesbe performed. Prior to a subcontractor being utilized by the SupplierVendor, the Supplier Vendor shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the SupplierVendor. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier Vendor shall provide a copy of a written agreement executed by the Supplier Vendor and subcontractor setting forth that such subcontractor is bound by and agreesagrees to perform, as applicable, to perform the same covenants and be subject toto the same conditions, and make identical certifications to the same facts and criteria, as the Vendor under the terms of all applicable Contract Documents. Vendor agrees that maintaining such agreement with any subcontractor and obtaining prior approval by the State of any subcontractor and associated employees shall be a continuing obligation. The State of Oklahoma further reserves the right to revoke approval of a subcontractor or an employee thereof in instances of poor performance, misconduct or for other similar reasons. 13.4 C. All payments under the Contract Addendum shall be made directly to the SupplierVendor, except as provided in subsection Section A above regarding the SupplierVendor’s assignment of payment. No payment shall be made to the Supplier Vendor for performance by unapproved or disapproved employees of the Supplier Vendor or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.

Assignment and Permitted Subcontractors. 13.1 SupplierA. Vendor’s obligations under the Contract Addendum may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier Vendor assign its rights to payment, in whole or in part, under the ContractAddendum, Supplier Vendor shall provide the State and all affected Customers of Oklahoma with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers the Participating Entity to perform its payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 B. If the Supplier Vendor is permitted to utilize subcontractors in support of the ContractAddendum, the Supplier Vendor shall remain solely responsible for its obligations under the terms of the Contract, Addendum and for its actions and omissions and those of its agents, employees and subcontractors subcontractors. Any proposed subcontractor shall be identified by entity name, and for payments by employee name if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to such persons or entitiesbe performed. Prior to a subcontractor being utilized by the SupplierVendor, the Supplier Vendor shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the SupplierVendor. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier Vendor shall provide a copy of a written agreement executed by the Supplier Vendor and subcontractor setting forth that such subcontractor is bound by and agreesagrees to perform, as applicable, to perform the same covenants and be subject toto the same conditions, and make identical certifications to the same facts and criteria, as the Vendor under the terms of all applicable Contract Documents. Vendor agrees that maintaining such agreement with any subcontractor and obtaining prior approval by the State of any subcontractor and associated employees shall be a continuing obligation. The State of Oklahoma further reserves the right to revoke approval of a subcontractor or an employee thereof in instances of poor performance, misconduct or for other similar reasons. 13.4 C. All payments under the Contract Addendum shall be made directly to the SupplierVendor, except as provided in subsection A above regarding the Supplier’s assignment of payment. No payment shall be made to the Supplier for performance by unapproved or disapproved employees of the Supplier or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.in

Assignment and Permitted Subcontractors. 13.1 Supplier’s obligations under the Contract may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier assign its rights to payment, in whole or in part, under the Contract, Supplier shall provide the State and all affected Customers with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers to perform payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 Supplier may utilize subcontractors in in support of the Contract upon prior written approval of the State of such subcontractor. Such approval is within the sole discretion of the State. If the Supplier is permitted to utilize subcontractors in support of the Contract, the Supplier shall remain solely responsible for its obligations under the terms of the Contract, for its actions and omissions and those of its agents, employees and subcontractors and for payments to such persons or entities. Prior to a subcontractor being utilized by the Supplier, the Supplier shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Supplier. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal name and shall include the nature of the services to be performed. As part of the approval The Supplier shall, upon written request, provide to the Supplier shall provide State a copy of a written agreement executed by the Supplier and subcontractor setting forth that such subcontractor is bound by and agrees, as applicable, to perform the same covenants and be subject toto the same conditions and make identical certifications to the same facts and criteria, as the Supplier under the terms of all applicable Contract Documents (provided, that the other terms and conditions of such subcontract, including without limitation the commercial terms as between Supplier and subcontractor, may be redacted). Supplier agrees that maintaining such agreement with any subcontractor and obtaining prior written approval by the State of any subcontractor shall be a continuing obligation. The State further reserves the right to revoke approval of a subcontractor or an employee thereof in instances of poor performance, misconduct or for other similar reasons. 13.4 All payments under the Contract shall be made directly to the Supplier, except as provided in subsection A above regarding the Supplier’s assignment of payment. No payment shall be made to the Supplier for performance by unapproved or disapproved employees of the Supplier or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.

Assignment and Permitted Subcontractors. 13.1 SupplierA. Vendor’s obligations under the Contract may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at through the State’s sole discretiondiscretion of the State Use Committee. Should Supplier Vendor assign its rights to payment, in whole or in part, under the Contract, Supplier Vendor shall provide the State and all affected Customers with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers to perform payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 B. If the Supplier Vendor is permitted to utilize subcontractors in support of the Contract, the Supplier Vendor shall remain solely responsible for its obligations under the terms of the Contract, Contract and for its actions and omissions and those of its agents, employees and subcontractors subcontractors. Any proposed subcontractor shall be identified by entity name and for payments by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to such persons or entitiesbe performed. Prior to a subcontractor being utilized by the SupplierVendor, the Supplier Vendor shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the SupplierVendor. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier Vendor shall provide a copy of a written agreement executed by the Supplier Vendor and subcontractor setting forth that such subcontractor is bound by and agreesagrees to perform, as applicable, to perform the same covenants and be subject toto the same conditions, and make identical certifications to the same facts and criteria, as the Vendor under the terms of all applicable Contract Documents. Vendor agrees that maintaining such agreement with any subcontractor and obtaining prior approval by the State of any subcontractor and associated employees shall be a continuing obligation. The State further reserves the right to revoke approval of a subcontractor or an employee thereof in instances of poor performance, misconduct or for other similar reasons. 13.4 C. All payments under the Contract shall be made directly to the SupplierVendor, except as provided in subsection A above regarding the SupplierVendor’s assignment of payment. No payment shall be made to the Supplier Vendor for performance by unapproved or disapproved employees of the Supplier Vendor or a subcontractor. 13.5 Rights and D. A Customer may transfer all or a portion of its rights and/or obligations of under the Contract in compliance with applicable State or a Customer under the terms of this Contract may be assigned federal law or transferred, at no additional cost, to other Customer entitiesregulations.

Assignment and Permitted Subcontractors. 13.1 SupplierA. Contractor’s obligations under the Contract Master Agreement or this Addendum may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier Contractor assign its rights to payment, in whole or in part, under the ContractMaster Agreement or this Addendum, Supplier Contractor shall provide the State and all affected Customers of Oklahoma with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers the Participating Entity to perform its payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 B. If the Supplier Contractor is permitted to utilize subcontractors in support of the ContractAddendum, the Supplier Contractor shall remain solely responsible for its obligations under the terms of the Contract, Master Agreement or this Addendum and for its actions and omissions and those of its agents, employees and subcontractors subcontractors. Any proposed subcontractor shall be identified by entity name, and for payments by employee name if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to such persons or entitiesbe performed. Prior to a subcontractor being utilized by the SupplierContractor, the Supplier Contractor shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the SupplierContractor. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier Contractor shall provide a copy of a written agreement executed by the Supplier Contractor and subcontractor setting forth that such subcontractor is bound by and agreesagrees to perform, as applicable, to perform the same covenants and be subject to the same conditions, and make identical certifications to the same facts and criteria, as the Contractor under the terms of all applicable Contract Documents. Contractor agrees that maintaining such agreement with any subcontractor and obtaining prior approval by the State of any subcontractor and associated employees shall be a continuing obligation. The State of Oklahoma further reserves the right to 13.4 C. All payments under the Contract Master Agreement or this Addendum shall be made directly to the SupplierContractor, except as provided in subsection Section A above regarding the SupplierContractor’s assignment of payment. No payment shall be made to the Supplier Contractor for performance by unapproved or disapproved employees of the Supplier Contractor or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.

Assignment and Permitted Subcontractors. 13.1 SupplierA. Vendor’s obligations under the Contract Addendum may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion; provided, however, Vendor may assign this Addendum as set forth in the Assignment provision in the Master License and Services Agreement set forth in Exhibit C of the Participating Addendum. Should Supplier Vendor assign its rights to payment, in whole or in part, under the ContractAddendum, Supplier Vendor shall provide the State and all affected Customers of Oklahoma with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers the Participating Entity to perform its payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 B. If the Supplier Vendor is permitted to utilize subcontractors in support of the ContractAddendum, the Supplier Vendor shall remain solely responsible for its obligations under the terms of the Contract, Addendum and for its actions and omissions and those of its agents, employees and subcontractors subcontractors. Any proposed subcontractor shall be identified by entity name, and for payments by employee name if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to such persons or entitiesbe performed. Prior to a subcontractor being utilized by the SupplierVendor, the Supplier Vendor shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the SupplierVendor. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier Vendor shall provide a copy of a written assurance that the written agreement executed by the Supplier Vendor and subcontractor setting sets forth that such subcontractor is bound by and agreesagrees to perform, as applicable, to perform the same substantially similar covenants and be subject toto substantially similar conditions, and make certifications to the same facts and criteria, as the Vendor under the terms of all applicable Contract Documents. Vendor agrees that maintaining such agreement and providing such written assurance with any subcontractor and obtaining prior approval by the State of any subcontractor and associated employees shall be a continuing obligation. The State 13.4 C. All payments under the Contract Addendum shall be made directly to the SupplierVendor, except as provided in subsection Section A above regarding the SupplierVendor’s assignment of payment. No payment shall be made to the Supplier Vendor for performance by unapproved or disapproved employees of the Supplier Vendor or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.

Assignment and Permitted Subcontractors. 13.1 Supplier’s obligations under the Contract may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier assign its rights to payment, in whole or in part, under the Contract, Supplier shall provide the State and all affected Customers with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers to perform payment obligations without any delay anydelay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 If the Supplier is permitted to utilize subcontractors in support of the Contract, the Supplier shall remain solely responsible for its obligations under the terms of the Contract, for its actions and omissions and those of its agents, employees and subcontractors and for payments to such persons or entities. Prior to a subcontractor being utilized by the Supplier, the Supplier shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Supplier. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier shall provide a copy of a written agreement executed by the Supplier and subcontractor setting forth that such subcontractor is bound by and agrees, as applicable, to perform the same covenants and be subject toa 13.4 All payments under the Contract shall be made directly to the Supplier, except as provided in subsection A above regarding the Supplier’s assignment of payment. No payment shall be made to the Supplier for performance by unapproved or disapproved employees of the Supplier or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.

Assignment and Permitted Subcontractors. 13.1 SupplierA. Vendor’s obligations under the Contract may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier Vendor assign its rights to payment, in whole or in part, under the Contract, Supplier Vendor shall provide the State and all affected Customers with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers to perform payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 B. If the Supplier Vendor is permitted to utilize subcontractors in support of the Contract, the Supplier Vendor shall remain solely responsible for its obligations under the terms of the Contract, Contract and for its actions and omissions and those of its agents, employees and subcontractors and for payments to such persons or entities. Prior to a subcontractor being utilized by the Supplier, the Supplier shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Supplier. Such approval is within the sole discretion of the Statesubcontractors. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. Prior to a subcontractor being utilized by the Vendor, the Vendor shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Vendor. Such approval is within the sole discretion of the State. As part of the approval request, the Supplier Vendor shall provide a copy of a written agreement executed by the Supplier Vendor and subcontractor setting forth that such subcontractor is bound by and agreesagrees to perform, as applicable, to perform the same covenants and be subject toto the same conditions, and make identical certifications to the same facts and criteria, as the Vendor under the terms of all applicable Contract Documents. Vendor agrees that maintaining such agreement with any subcontractor and obtaining prior approval by the State of any subcontractor and associated employees shall be a continuing obligation. The State further reserves the right to revoke approval of a subcontractor or an employee thereof in instances of poor performance, misconduct or for other similar reasons. 13.4 C. All payments under the Contract shall be made directly to the SupplierVendor, except as provided in subsection A above regarding the SupplierVendor’s assignment of payment. No payment shall be made to the Supplier Vendor for performance by unapproved or disapproved employees of the Supplier Vendor or a subcontractor. 13.5 Rights and D. A Customer may transfer all or a portion of its rights and/or obligations under the Contract in compliance with applicable State or federal law or regulations. XXVIII. Failure to Enforce Failure by the State or a Customer, as applicable, at any time to enforce a provision of, or exercise a right under, the Contract shall not be construed as a waiver of any such provision. Such failure to enforce or exercise shall not affect the validity of any Contract Document, or any part thereof, or the right of the State or a Customer under to enforce any provision of, or exercise any right under, the terms Contract at any time in accordance with its terms. Likewise, a waiver of this a breach of any provision of a Contract may be assigned Document shall not affect or transferred, at no additional cost, to waive a subsequent breach of the same provision or a breach of any other Customer entitiesprovision in the Contract.

Assignment and Permitted Subcontractors. 13.1 Supplier’s obligations under the Contract may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier assign its rights to payment, in whole or in part, under the Contract, Supplier shall provide the State and all affected Customers with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers to perform payment obligations without any delay caused by the assignment.the 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 If the Supplier is permitted to utilize subcontractors in support of the Contract, the Supplier shall remain solely responsible for its obligations under the terms of the Contract, for its actions and omissions and those of its agents, employees and subcontractors and for payments to such persons or entities. Prior to a subcontractor being utilized by the Supplier, the Supplier shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Supplier. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier shall provide a copy of a written agreement executed by the Supplier and subcontractor setting forth that such subcontractor is bound by and agrees, as applicable, to perform the same covenants and be subject toto the same conditions and make identical certifications to the same facts and criteria, as the Supplier under the terms of all applicable Contract Documents. Supplier agrees that maintaining such agreement with any subcontractor and obtaining prior written approval by the State of any subcontractor and associated employees shall be a continuing obligation. The State further reserves the right to revoke approval of a subcontractor or an employee thereof in instances of poor performance, misconduct or for other similar reasons. 13.4 All payments under the Contract shall be made directly to the Supplier, except as provided in subsection A above regarding the Supplier’s assignment of payment. No payment shall be made to the Supplier for performance by unapproved or disapproved employees of the Supplier or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.

Assignment and Permitted Subcontractors. 13.1 Supplier’s obligations under the Contract may not be assigned or transferred to any other person or entity without the prior written consent of the State which may be withheld at the State’s sole discretion. Should Supplier assign its rights to payment, in whole or in part, under the Contract, Supplier shall provide the State and all affected Customers with written notice of the assignment. Such written notice shall be delivered timely and contain details sufficient for affected Customers to perform payment obligations without any delay caused by the assignment. 13.2 Notwithstanding the foregoing, the Contract may be assigned by Supplier to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Supplier, or a sale of all or substantially all of the assets of the Supplier to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Supplier as fully as if it had been originally made a party to the Contract. Supplier shall give the State and all affected Customers prior written notice of said assignment. Any assignment or delegation in violation of this subsection shall be void. 13.3 If the Supplier is permitted to utilize subcontractors in support of the Contract, the Supplier shall remain solely responsible for its obligations under the terms of the Contract, for its actions and omissions and those of its agents, employees and subcontractors and for payments to such persons or entities. Prior to a subcontractor being utilized by the Supplier, the Supplier shall obtain written approval of the State of such subcontractor and each employee, as applicable to a particular Acquisition, of such subcontractor proposed for use by the Supplier. Such approval is within the sole discretion of the State. Any proposed subcontractor shall be identified by entity name, and by employee name, if required by the particular Acquisition, in the applicable proposal and shall include the nature of the services to be performed. As part of the approval request, the Supplier shall provide a copy of a written agreement executed by the Supplier and subcontractor setting forth that such subcontractor is bound by and agrees, as applicable, to perform the same covenants and be subject toof 13.4 All payments under the Contract shall be made directly to the Supplier, except as provided in subsection A above regarding the Supplier’s assignment of payment. No payment shall be made to the Supplier for performance by unapproved or disapproved employees of the Supplier or a subcontractor. 13.5 Rights and obligations of the State or a Customer under the terms of this Contract may be assigned or transferred, at no additional cost, to other Customer entities.